HOCHTIEF Aktiengesellschaft: Announcement of intention to make a cash per share proportional offer for shares in Leighton Holdings Limited

Essen
10.03.2014

HOCHTIEF Aktiengesellschaft, through its wholly owned subsidiary HOCHTIEF Australia Holdings Limited ("HOCHTIEF"), is a majority shareholder in Leighton Holdings Limited, Sydney, Australia ("Leighton"). HOCHTIEF today announced that it intends to make a conditional, proportional off-market offer to acquire 3 out of every 8 Shares held by Leighton shareholders (other than HOCHTIEF) for AUD 22.15 cash per share on an ex dividend basis (AUD 0.60 per share) which represents a 18.8% premium over the 5 day Volume Weighted Average Price (ex dividend) of AUD 18.65 per Leighton share up to and including 7 March 2014.

If all Leighton shareholders accept the offer, HOCHTIEF will increase its stake in Leighton from 58.77% to a maximum of 74.23% for a total cash consideration of approximately AUD 1,155 million, corresponding to approximately EUR 755 million at the current exchange rate.

The offer will be subject to regulatory approvals and other customary conditions.

The transaction will be funded from cash reserves and undrawn facilities available to HOCHTIEF Aktiengesellschaft.

HOCHTIEF also announced that it intends to increase its representation on the Leighton Board of Directors to reflect its shareholding in Leighton.

HOCHTIEF Aktiengesellschaft: Announcement of intention to make a cash per share proportional offer for shares in Leighton Holdings Limited

Essen
10.03.2014

HOCHTIEF Aktiengesellschaft, through its wholly owned subsidiary HOCHTIEF Australia Holdings Limited ("HOCHTIEF"), is a majority shareholder in Leighton Holdings Limited, Sydney, Australia ("Leighton"). HOCHTIEF today announced that it intends to make a conditional, proportional off-market offer to acquire 3 out of every 8 Shares held by Leighton shareholders (other than HOCHTIEF) for AUD 22.15 cash per share on an ex dividend basis (AUD 0.60 per share) which represents a 18.8% premium over the 5 day Volume Weighted Average Price (ex dividend) of AUD 18.65 per Leighton share up to and including 7 March 2014.

If all Leighton shareholders accept the offer, HOCHTIEF will increase its stake in Leighton from 58.77% to a maximum of 74.23% for a total cash consideration of approximately AUD 1,155 million, corresponding to approximately EUR 755 million at the current exchange rate.

The offer will be subject to regulatory approvals and other customary conditions.

The transaction will be funded from cash reserves and undrawn facilities available to HOCHTIEF Aktiengesellschaft.

HOCHTIEF also announced that it intends to increase its representation on the Leighton Board of Directors to reflect its shareholding in Leighton.